Attached files
| file | filename |
|---|---|
| 8-K - HSBC USA INC. FORM 8-K DATED DEC. 14, 2011 - HSBC USA INC /MD/ | form8k.htm |
| EX-5.1 - OPINION OF SIDLEY AUSTIN LLP - HSBC USA INC /MD/ | exh5-1.htm |
Exhibit 8.1
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SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
(212) 839 5300
(212) 839 5599 FAX
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BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG KONG
LONDON
LOS ANGELES
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NEW YORK
PALO ALTO
SAN FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON, D.C.
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| FOUNDED 1866 |
December 14, 2011
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HSBC USA Inc.
452 Fifth Avenue
New York, New York 10018
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Ladies and Gentlemen:
HSBC USA Inc., a Maryland corporation (the “Company”), has registered under the Securities Act of 1933 (the “Securities Act”) an unspecified principal amount of the Company’s senior, unsecured debt securities titled “Notes, Series 1” (the “Notes”). The Company filed with the Securities and Exchange Commission (the “Commission”), on April 2, 2009, a registration statement on Form S-3ASR (File No. 333-158385) (the “Registration Statement”) relating to the proposed offer and sale of the Notes from time to time.
As United States tax counsel to the Company in connection with the issuance and sale of the Notes pursuant to the Prospectus which forms a part of the Registration Statement, we hereby confirm to you that the discussion set forth under the heading “Certain U.S. Federal Income Tax Considerations Relating To Debt Securities” therein is our opinion, subject to the qualifications and limitations set forth therein. In addition, we hereby consent to any reference to us, in our capacity as United States tax counsel to the Company in connection with certain issuances of the Notes, or any opinion of Sidley Austin llp delivered in such capacity in any prospectus, prospectus supplement or pricing supplement relating to the offer and sale of any particular Note or Notes prepared and filed by the Company with the Commission on this date or a future date. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Sidley Austin llp